CREDIT SUISSE FIRST BOSTON
Xxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
American Securities Capital Partners, L.P.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
September 8, 1999
Ladies and Gentlemen:
Reference is hereby made to the Bridge Term Loan Facility
Commitment Letter between Credit Suisse First Boston and American Securities
Capital Partners, L.P. dated June 15, 1999 (the "Commitment Letter").
Capitalized terms used herein without definition shall have the meanings set
forth in the Commitment Letter.
You hereby agree with us that the Summary of Principal Terms and
Conditions set forth in Exhibit A of the Commitment Letter shall be amended by
deleting the penultimate sentence of the second paragraph of the Section
entitled "Affirmative Covenants" and replacing it with the following sentence:
"The indenture for the Securities will be in form and substance
reasonably satisfactory to CSFBC and the Borrower; provided, that
if the Borrower has received at least a B- rating from S&P and at
least a B3 rating from Xxxxx'x, the Borrower will not be
obligated to issue any such Securities having an interest rate in
excess of the greater of (x) the rate at which the Bridge Loans
are accruing interest immediately prior to the contemplated
issuance of the Securities plus the amount of the next scheduled
increase of such interest rate on the Bridge Loans plus 150 basis
points and (y) the CSFBC Single-B High Yield Index Rate plus 300
basis points; provided, further, that regardless of the ratings
received by the Borrower, in no event will the Borrower be
obligated to issue any Securities having an interest rate in
excess of 18 1/2% per annum.".
-2-
If the foregoing correctly sets forth our understanding, please
indicate your acceptance of the terms hereof by signing in the appropriate space
below and returning to us the enclosed duplicate originals hereof, whereupon
this letter shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxxxx
Title: Director
Accepted and agreed to
as of the date first
written above by:
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By: AMERICAN SECURITIES CAPITAL PARTNERS G. P.
CORP., its General Partner
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
